121-905. Surrender of certificate of authority. (a) A foreign limited partnership may surrender its certificate of authority by filing with the department of state a certificate entitled, "Certificate of surrender of authority of.... (name of limited partnership)" signed by a general partner, or by a trustee, receiver or other person authorized by law to wind up such partnership. The authority of the foreign limited partnership to do business in this state shall terminate on such filing of the certificate of surrender of authority. A surrender shall not terminate the authority of the secretary of state to accept service of process on the foreign limited partnership with respect to causes of action arising out of doing business in this state.
(b) The certificate of surrender of authority shall state:
(1) the name of the foreign limited partnership as it appears on the index of names of existing domestic and authorized foreign limited partnerships of any type or kind in the department of state, and the fictitious name the foreign limited partnership has agreed to use in this state pursuant to section 121-902 of this article;
(2) the jurisdiction where it was organized;
(3) the date on which its certificate of authority to do business in this state was filed with the department of state;
(4) that it surrenders its authority to do business in this state;
(5) that it revokes the authority of its registered agent, if any, previously designated, and that it consents that process against it in any action or special proceeding based upon any liability or obligation incurred by it within this state before the filing of the certificate of surrender may be served on the secretary of state in the manner set forth in section 121-109 of this article; and
(6) a post office address within or without this state to which the secretary of state shall mail a copy of any process against it served upon him.
Last modified: February 3, 2019